4. Any vacancy arising as a result of death, voluntary resignation, compulsory  retirement or collective resignation shall be filled in accordance with paragraph 2. A member shall be replaced for the remainder of his term of office, save where the  entire Board of Directors is being replaced.

5. The Board of Governors shall determine the remuneration of members of the  Board of Directors. The Board of Governors shall, acting unanimously, lay down  what activities are incompatible with the duties of a director or an alternate.

Article 12

1. Each director shall have one vote on the Board of Directors. He may delegate his  vote in all cases, according to procedures to be laid down in the Rules of Procedure  of the Bank. ( * )

( * ) Paragraph 1 as amended by Article 7 of Protocol No 1 annexed to the AA  DK/IRL/UK.

2. Save as otherwise provided in this Statute, decisions of the Board of Directors  shall be taken by a simple majority of the members entitled to vote. A qualified  majority shall require 17 votes in favour. ( ** ) The Rules of Procedure of the Bank  shall lay down how many members of the Board of Directors constitute the quorum  needed for the adoption of decisions.

( ** ) Second sentence of paragraph 2 as amended by Article 5 of Protocol No 1  annexed to the AA A/FIN/SWE in the version resulting from Article 45 of AD AA  A/FIN/SWE.

Article 13

1. The Management Committee shall consist of a President and six Vice Presidents  appointed for a period of six years by the Board of Governors on a proposal from  the Board of Directors. Their appointments shall be renewable.( *** )

( *** ) First subparagraph of paragraph 1 as amended by Article 7 of Protocol No 1  annexed to the AA ESP/PORT.

The Board of Governors, acting unanimously, may vary the number of members on  the Management Committee. (****)

(****) Second subparagraph of paragraph 1 as amended by Article 9 of Protocol No  1 annexed to the AA DK/IRL/UK.

2. On a proposal from the Board of Directors adopted by a qualified majority, the  Board of Governors may, acting in its turn by a qualified majority, compulsorily  retire a member of the Management Committee.

3.The Management Committee shall be responsible for the current business of the

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